NCTY [The9] 20-F: (Original Filing)

[x US GAAP International Financial Reporting Standards as issued ¨ by the International Accounting Standards Board ¨ Other ¨ ¨ ¨ x (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) ¨ ¨ INTRODUCTION 1 PART I 2 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2] [Equity Transfer Agreement This agreement is signed by each of the following parties in the company’s conference room on April 23, 2014. WANG YONG Transferor: LIN ZHIMIN Transferee: Shanghai The9 Information Technology Co., Ltd. (the “Target Company”) has a registered capital of RMB23 million, to which Ji Wei has contributed RMB14.72 million, accounting for 64% thereof, and Wang Yong has] [April 22, 2014 Equity Pledge Agreement by and between Lin Zhimin and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Equity Pledge Agreement Equity Pledge Agreement Agreement PRC April 22, 2014 This (1) Lin Zhimin Pledgor (2) The9 Computer Technology Consulting (Shanghai) Co., Ltd. Pledgee Party Parties (In this Agreement, both parties mentioned above] [April 22, 2014 Exclusive Call Option Agreement By and Among Lin Zhimin Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Exclusive Call Option Agreement Exclusive Call Option Agreement Agreement PRC This (1) Lin Zhimin, a PRC citizen with his identity card number: (2) Ji Wei, a PRC citizen with his identity] [April 22, 2014 Loan Agreement by and among Lin Zhimin Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC This 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address: Room 103, Building 3, No. 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 2. Lin Zhimin Domicile address: Room 503, No. 140,] [April 22, 2014 Shareholder Voting Proxy Agreement by and among Lin Zhimin Ji Wei and Shanghai The9 Information Technology Co., Ltd. The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd. Shareholder Voting Proxy Agreement Agreement This Shareholder Voting Proxy Agreement (hereinafter this “ 1. The9 Computer Technology Consulting (Shanghai) Co., Ltd. The9 Computer Registered address:] [Novation Agreement This Agreement is entered into by the following parties on April 22, 2014 in Shanghai: (1) Wang Yong (the “Transferor”) ID Number: (2) Lin Zhimin (the “Transferee”) ID Number: (3) Ji Wei ID Number: (4) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) (5) Shanghai The9 Information Technology Co., Ltd. (“Company”) RECITAL WHEREAS the Transferor, Ji Wei] [(as of the date of the annual report) Wholly-owned subsidiaries Name of Subsidiary Jurisdiction of Incorporation GameNow.net (Hong Kong) Limited Hong Kong China The9 Interactive Limited Hong Kong 9Dream Limited Hong Kong China Crown Technology Limited Hong Kong The9 Development Center Limited Hong Kong Asian Way Development Limited Hong Kong New Star International Development Limited Hong Kong TDC (Asia) Limited] [Certification by the Chief Executive Officer I, Jun Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, George Lai, certify that: 1. I have reviewed this annual report on Form 20-F of The9 Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jun Zhu Chief Executive Officer EX-13.1 11 d852134dex131.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. George Lai Chief Financial Officer EX-13.2 12 d852134dex132.htm EX-13.2] [[Letterhead of Maples and Calder Our ref: Direct Email The9 Limited Building No. 3, 690 Bibo Road Zhang Jiang Hi-Tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China 27 March 2015 Dear Sirs, The9 Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 13 d852134dex151.htm EX-15.1] [[Letterhead of Zhong Lun Law Firm] March 27, 2015 The9 Limited Building No. 3, 690 Bibo Road Zhangjiang Hi-tech Park Pudong New Area, Pudong Shanghai 201203 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 14 d852134dex152.htm EX-15.2] [[Letterhead of Deloitte Touche Tohmatsu Certified Public Accountants LLP] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-127700, No. 333-156306 and No. 333-168780) of The9 Limited of our report dated March 27, 2015 relating to the consolidated financial statements of The9 Limited, its subsidiaries and]

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AUO [AU OPTRONICS] 20-F: (Original Filing)

[FORM 20-F (Mark One) ¨ OR x For the fiscal year ended December 31, 2014 OR ¨ For the transition period from to OR ¨ Date of event requiring this shell company report AU OPTRONICS CORP. TAIWAN, REPUBLIC OF CHINA (Jurisdiction of incorporation or organization) 1 LI-HSIN ROAD 2 HSINCHU SCIENCE PARK HSINCHU, TAIWAN REPUBLIC OF CHINA Andy Yang Chief] [Articles of Incorporation Chapter 1: General Provisions Article 1 The Company is incorporated, registered and organized as a company limited by shares and permanently existing in accordance with the Company Law of the Republic of China (the “Company Law”) and the Company’s English name is AU Optronics Corp. Article 2 The scope of business of the Company shall be as] [List of Subsidiaries AU Optronics Corp., a corporation organized under the laws of the Republic of China, has 53 subsidiaries as of December 31, 2014: 1. AU Optronics (L) Corp., a corporation organized under the laws of Malaysia; 2. 3. AU Optronics Corporation Japan, a corporation organized under the laws of Japan; 4. AU Optronics Europe B.V., a corporation organized] [Certification I, Shuang-Lang (Paul) Peng, certify that: 1. I have reviewed this annual report on Form 20-F of AU Optronics Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Certification I, Andy Yang, certify that: 1. I have reviewed this annual report on Form 20-F of AU Optronics Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: Shuang-Lang (Paul) Peng, the President of AU Optronics Corp., certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition] [906 Certification 100 F Street, N.E. Ladies and Gentlemen: Andy Yang, the Chief Financial Officer of AU Optronics Corp., certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial] [Consent of Independent Registered Public Accounting Firm The Board of Directors AU Optronics Corp. We consent to the incorporation by reference in the registration statement (No.333-188283) on Form F-3 of AU Optronics Corp. of our reports dated March 17, 2015 with respect to the consolidated statements of financial position of AU Optronics Corp. and subsidiaries as of December 31, 2014]

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ASX [ADVANCED SEMICONDUCTOR ENGINEERING] 20-F: (Original Filing)

[FORM o R OR x A F OR o T OR o COMPANY SHELL Advanced Semiconductor Engineering, Inc. REPUBLIC OF CHINA (Jurisdiction of Incorporation or Organization) 26 Chin Third Road Nantze Export Processing Zone Nantze, Kaohsiung, Taiwan Republic of China Joseph Tung Room 1901, No. 333, Section 1 Keelung Rd. Taipei, Taiwan, 110 Republic of China Tel: 886-2-8780-5489 Fax: 882-2-2757-6121] [Advanced Semiconductor Engineering, Inc. Articles of Incorporation Chapter One: General Principles Article 1. Article 2. (1) The manufacture, assembly, processing, test and export of various types of integrated circuitry; (2) The research, development, design and manufacture, assembly, processing, test and export of various computers, electronics, communications, information products and their peripheral products; (3) General import and export trading business (excluding] [Advanced Semiconductor Engineering, Inc. List of Subsidiaries (As of January 31, 2015) A. A.S.E. Holding Limited, a holding company organized under the laws of Bermuda, has a subsidiary, ASE Investment (Labuan) Inc., a holding company organized under the laws of Malaysia, which directly holds a wholly-owned subsidiary. (1) ASE (Korea) Inc., a corporation organized under the laws of Korea and] [Section 302 of the Sarbanes-Oxley Act I, Jason C.S. Chang, the Chief Executive Officer of Advanced Semiconductor Engineering, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of Advanced Semiconductor Engineering, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact] [Section 302 of the Sarbanes-Oxley Act I, Joseph Tung, the Chief Financial Officer of Advanced Semiconductor Engineering, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of Advanced Semiconductor Engineering, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [906 Certification Jason C.S. Chang, the Chief Executive Officer, and Joseph Tung, the Chief Financial Officer of Advanced Semiconductor Engineering, Inc., each certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [onsent of ndependent egistered Public ccounting Firm C Taipei, Taiwan The Republic of China March 18, 2015]

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ASX [ADVANCED SEMICONDUCTOR ENGINEERING] 20-F: FORM o R OR x A F OR

[FORM o R OR x A F OR o T OR o COMPANY SHELL Advanced Semiconductor Engineering, Inc. REPUBLIC OF CHINA (Jurisdiction of Incorporation or Organization) 26 Chin Third Road Nantze Export Processing Zone Nantze, Kaohsiung, Taiwan Republic of China Joseph Tung Room 1901, No. 333, Section 1 Keelung Rd. Taipei, Taiwan, 110 Republic of China Tel: 886-2-8780-5489 Fax: 882-2-2757-6121] [Advanced Semiconductor Engineering, Inc. Articles of Incorporation Chapter One: General Principles Article 1. Article 2. (1) The manufacture, assembly, processing, test and export of various types of integrated circuitry; (2) The research, development, design and manufacture, assembly, processing, test and export of various computers, electronics, communications, information products and their peripheral products; (3) General import and export trading business (excluding] [Advanced Semiconductor Engineering, Inc. List of Subsidiaries (As of January 31, 2015) A. A.S.E. Holding Limited, a holding company organized under the laws of Bermuda, has a subsidiary, ASE Investment (Labuan) Inc., a holding company organized under the laws of Malaysia, which directly holds a wholly-owned subsidiary. (1) ASE (Korea) Inc., a corporation organized under the laws of Korea and] [Section 302 of the Sarbanes-Oxley Act I, Jason C.S. Chang, the Chief Executive Officer of Advanced Semiconductor Engineering, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of Advanced Semiconductor Engineering, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact] [Section 302 of the Sarbanes-Oxley Act I, Joseph Tung, the Chief Financial Officer of Advanced Semiconductor Engineering, Inc., certify that: 1. I have reviewed this annual report on Form 20-F of Advanced Semiconductor Engineering, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [906 Certification Jason C.S. Chang, the Chief Executive Officer, and Joseph Tung, the Chief Financial Officer of Advanced Semiconductor Engineering, Inc., each certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [onsent of ndependent egistered Public ccounting Firm C Taipei, Taiwan The Republic of China March 18, 2015]

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LONG [eLong] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 25 Item 4A: Unresolved Staff Comments 38 Item 5: Operating and Financial Review and Prospects 38 Item 6: Directors, Senior Management and Employees 56] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on November 10, 2014 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Zhen Xie (hereinafter “Party B”) Address: ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID No.: Ding Haochuan (hereinafter “Party D”) Address: ID No.: Whereas: 1. Party] [Execution Copy Power of Attorney China Company I, Ding Haochuan, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Ding Haochuan (“Party A”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID No.: Wang Yanping (Spouse) (“Party B”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID Number: Whereas: Party] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on November 10, 2014 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Ding Haochuan (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of November 10, 2014 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on November 10, 2014 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Ding Haochuan Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Guangfu Cui Chief Executive Officer March 13, 2015] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Philip Yang Chief Financial Officer March 13, 2015] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] March 13, 2015 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

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LONG [eLong] 20-F: TABLE OF CONTENTS Page PART I 5 Item

[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 25 Item 4A: Unresolved Staff Comments 38 Item 5: Operating and Financial Review and Prospects 38 Item 6: Directors, Senior Management and Employees 56] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on November 10, 2014 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Zhen Xie (hereinafter “Party B”) Address: ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID No.: Ding Haochuan (hereinafter “Party D”) Address: ID No.: Whereas: 1. Party] [Execution Copy Power of Attorney China Company I, Ding Haochuan, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Ding Haochuan (“Party A”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID No.: Wang Yanping (Spouse) (“Party B”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID Number: Whereas: Party] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on November 10, 2014 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Ding Haochuan (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of November 10, 2014 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on November 10, 2014 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Ding Haochuan Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Guangfu Cui Chief Executive Officer March 13, 2015] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Philip Yang Chief Financial Officer March 13, 2015] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] March 13, 2015 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

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SSW [Seaspan] 20-F: INDEX TO REPORT ON FORM 20-F PART I

[INDEX TO REPORT ON FORM 20-F PART I Item 1. Identity of Directors, Senior Management and Advisors 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 4 Item 4. Information on the Company 27 Item 4A. Unresolved Staff Comments 47 Item 5. Operating and Financial Review and Prospects 47 Item 6. Directors, Senior Management and Employees] [AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT Amendment Company Seaspan Parties Agreement THIS AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT (this “ RECITALS WHEREAS, the Parties desire to amend the Agreement to (i) extend the outside date of the ROFR Period from March 31, 2015 to March 31, 2016 and (ii) amend and add ROFR Review Dates. NOW, THEREFORE, in] [AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Amendment Executive Company Parties Agreement THIS AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “ RECITALS WHEREAS, the Parties desire to amend the Agreement to extend the term of employment of the Executive by extending the outside date of the ROFR Period from March 31, 2015 to March 31, 2016.] [AMENDMENT TO AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT Amendment Manager Company Parties Agreement THIS AMENDMENT TO THE AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT (this “ RECITALS WHEREAS, the Parties desire to amend the Agreement to extend the outside date of the ROFR Period from March 31, 2015 to March 31, 2016. NOW, THEREFORE, in consideration of the covenants and agreements] [AMENDMENT TO FINANCIAL SERVICES AGREEMENT Amendment Manager Company Parties Agreement THIS AMENDMENT TO THE FINANCIAL SERVICES AGREEMENT (this “ RECITALS WHEREAS, the Parties desire to amend the Agreement to extend the outside date of the ROFR Period from March 31, 2015 to March 31, 2016 and to extend the lock-up period relating to a portion of the Financing Fee Shares.] [AMENDMENT TO LOCK UP AGREEMENT Amendment Agreement Company Wang Stockholders Stockholder THIS AMENDMENT TO LOCK UP AGREEMENT (this “ Employment Agreement Transaction Services Agreement WHEREAS, the Company and Wang are entering into amendments to (a) that certain Amended and Restated Executive Employment Agreement, dated as of December 7, 2012 (as the same may be amended from time to time, the] [SEASPAN CORPORATION SUBSIDIARIES COMPANY NAME INCORPORATION OWNERSHIP DATE OF DISSOLVED Seaspan Holding Co. Namu Ltd. Marshall Islands Seaspan Corporation owns 100% August 27, 2014 Seaspan Holding Co. Tabul Ltd. Marshall Islands Seaspan Corporation owns 100% August 27, 2014 Seaspan HHI Holding 2638-2640 Ltd. Marshall Islands Seaspan Corporation owns 100% January 30, 2013 Seaspan HHI 2638 Ltd. Marshall Islands Seaspan HHI] [CERTIFICATION I, Gerry Wang, Chief Executive Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION I, Sai W. Chu, Chief Financial Officer of Seaspan Corporation (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 10, 2015 Gerry Wang Chief Executive Officer EX-13.1 10 d837930dex131.htm EX-13.1] [18 U.S.C. SECTION 1350, OF THE SARBANES-OXLEY ACT OF 2002 Company Form 20-F (1) (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 10, 2015 Sai W. Chu Chief Financial Officer (Principal Financial and Accounting Officer) EX-13.2 11 d837930dex132.htm EX-13.2] [KPMG LLP Telephone (604) 691-3000 Chartered Accountants Fax (604) 691-3031 PO Box 10426 777 Dunsmuir Street Internet www.kpmg.ca Vancouver BC V7Y 1K3 Canada The Board of Directors Seaspan Corporation We consent to the incorporation by reference in the registration statement (No. 33-151329) on Form F-3D, registration statement (No. 333-173207) on Form S-8, registration statement (No. 333-180895) on Form F-3ASR, registration]

By | 2016-03-31T18:18:38+00:00 March 10th, 2015|Categories: Chinese Stocks, SSW, Webplus ver|Tags: , , , , , |0 Comments
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CYOU [Changyou.com] 20-F: T INTRODUCTION 1 PART I 2 Item 1.

[T INTRODUCTION 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 38 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 82 Item] [Convertible Bond Subscription Agreement Signed on July 16, 2014 MoboTap Inc. (“the Company”) Glory Loop Limited (“the Investor”) Convertible Bond Subscription Agreement Contents Detailed Information 4 General Provisions 6 Definitions and Interpretations 6 1.1 Definitions 6 1.2 Interpretations 6 1.3 Headlines 7 Subscription of Convertible Bonds 7 2.1 Subscription of Convertible Bonds 7 2.2 Consideration 7 Conditions Precedent 7 3.1] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement July 16, 2014 Investment Agreement Preamble 4 Clauses 6 1 Definitions and Interpretations 6 1.1 Definitions 6 1.2 Interpretations 6 2 Transfer Transactions of Overseas Shares 6 2.1 Transfer of Overseas Shares 6 2.2 Waiver of Claims; Exemption 6] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Shareholder Agreement July 31 Executed on Glory Loop Limited (Overseas Acquirer) Beijing Gamease Age Internet Technology Co., Ltd. (Domestic Acquirer) and Baina Inc. and Yongzhi Yang and MoboTap Inc. (Cayman) MoboTap Inc. Limited MoboTap Inc. (US) Baina Zhiyuan (Chengdu) Technology Co.,] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Pledge Agreement 31 July The Share Pledge Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Exclusive Call Option Agreement 31 July Exclusive Call Option Agreement (hereinafter referred to as “the Agreement”) is hereby concluded by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly] [Exclusive Services Agreement 31 July The Exclusive Services Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned limited liability company incorporated in Beijing, China, whose registered address is located at South 2-1-6, Block A, # 1] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Assignment Agreement in Relation to Shareholders’ Rights The Assignment Agreement in relation to Shareholders’ Rights (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on 31 July, 2014: Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), is entered into as of Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) The Employee hereby agrees to devote his full time and] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and for other good] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Termination Agreement st This Termination Agreement is effective as of 1 (1) Mr. Wang Tao (2) Changyou.com Limited Now it is hereby mutually agreed as follows: 1. st please refer to Annex I for the positions held by Wan Tao in] [CHANGYOU.COM LIMITED 2014 SHARE INCENTIVE PLAN Purposes of this Plan 1. Definitions 2. “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of the Company, having the] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Information Technology (Shanghai) Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Carol Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Dewen Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Jasmine Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Carol Yu Co-Chief Executive Officer March 2, 2015 EX-13.1 17 d876740dex131.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Dewen Chen Co-Chief Executive Officer March 2, 2015 EX-13.2 18 d876740dex132.htm EX-13.2] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Jasmine Zhou Chief Financial Officer March 2, 2015 EX-13.3 19 d876740dex133.htm EX-13.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20-F. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-161727 and No. 333-202065) of Changyou.com Limited of our report dated March 2, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form PricewaterhouseCoopers Zhong] [March 2, 2015 Changyou.com Limited Changyou Creative Industrial Park 65 Bajiao East Road, Shijingshan District Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business Overview – PRC Regulation” and “Organizational Structure” in the Form 20-F and]

By | 2016-03-27T10:46:47+00:00 March 2nd, 2015|Categories: Chinese Stocks, CYOU, Webplus ver|Tags: , , , , , |0 Comments
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DL [China Distance Education] 20-F: 18th Floor, Xueyuan International Tower 1 Zhichun Road,

[18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Title of each class Name of each exchange on which registered American Depositary Shares, each representing four ordinary shares, par value $0.0001 per share None None ¨ x ¨ x x ¨ x ¨ ¨ Large accelerated filer x Accelerated filer Non-accelerated filer ¨] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 4 d806863dex131.htm EX-13.1] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer EX-13.2 5 d806863dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated January 26, 2015 relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the “Group”) and the] [January 26, 2015 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 7 d806863dex152.htm EX-15.2]

By | 2016-03-18T09:07:53+00:00 January 26th, 2015|Categories: Chinese Stocks, DL, Webplus ver|Tags: , , , , , |0 Comments
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SEED [Origin Agritech] 20-F: Indicate the number of outstanding shares of each

[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period (September 30, 2014) covered by the annual report: 22,738,541 ordinary shares. ¨ x ¨ x x ¨ x ¨ ¨ ¨ x x U.S. GAAP International Financial Reporting Standard as ¨ Other Issued by the International] [Approved by Board of Directors on December 22, 2014 ORIGIN AGRITECH LIMITED 2014 Performance Equity Plan Section 1. 1.1 Purpose 1.2 Definitions (a) (b) (c) 1 (d) (e) (f) (g) (h) (i) (j) (k) th (l) 2 (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) 3 Section 2. 2.1 Committee Membership 2.2 Powers of Committee (a)] [List of Subsidiaries Date of Place of Percentage Incorporation Incorporation of Principal Name or Establishment or Establishment Ownership Activity Subsidiaries State Harvest Holdings Limited(“State Harvest”) October 6, 2004 British Virgin 100% Investment holding Beijing Origin State Harvest December 1, 2004 People’s Republic 100% Hybrid seed Biotechnology Limited (“BioTech”) of China (“PRC”) technology development] [CERTIFICATION I, Gengchen Han, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, James Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S·8 (File No. 333-166226 and 333·145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the "Company") of our reports dated January 22,]

By | 2016-03-31T20:27:59+00:00 January 12th, 2015|Categories: Chinese Stocks, SEED, Webplus ver|Tags: , , , , , |0 Comments
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